All Bets Are Off
by amandajbruce
Summary: She had no idea what had prompted her to do this. Okay, so maybe she did. And maybe the reason was sitting across the floor from her. And maybe he was currently not wearing any pants. But then, neither was she.


**A/N: So, originally, I was going to finish my other story I'm working on, and put it up before this, but I decided it doesn't really fit in line with the rest of the interruptions, so you guys get this instead. This is the last of the "interruptions" before the beach party. I decided to attempt the poker game everyone wanted after Late Night Games and I can't believe I wrote this. I really can't. I hope it… somewhat meets with all of your expectations. Cause, seriously, you guys are pretty persistent. I've got to learn to not introduce an idea unless I'm going to commit to writing it. And yeah, it's kind of crazy long. More so than usual. And, it goes further than any of my other stories have, just warning you.**

All Bets Are Off

Lilly's cheeks puffed out as she exhaled, really not happy with the cards in her hand. She was trying to remember just why she had agreed to this. It wasn't like her. This was such a bad idea. No, bad wasn't a strong enough word. This was horrendous. Possibly even catastrophic. Maybe even apocalyptic. Like, the sky could fall or the house could sink in to the earth or something. Something… not good. She had no idea what had prompted her to do this.

Okay, so maybe she did. And maybe the reason was sitting across the floor from her. And maybe he was currently not wearing any pants. But then, neither was she.

*About Two Hours Earlier*

"So, I've been thinking," Lilly said into her phone, leaning back on her pillows, cracking every joint in her limbs all the way down to her toes, trying to make this conversation easier.

"Thinking? You? Never!" Oliver remarked on his own phone, from his own bedroom a backyard away.

Lilly rolled her eyes, crossing her right ankle over her left, then reversing them. They had already been on the phone for an hour, talking about everything and nothing, but she had yet to broach this particular subject.

"Don't you want to know what I've been thinking about?"

"I bet even if I didn't want to know, you'd tell me."

"Hmm… okay, if you don't want to know, that's okay. Just forget it." She stared at her ceiling, knowing that Oliver would not be able to resist that.

"No, wait! I want to know, really."

Oliver's voice sounded a little higher than normal, and he cleared his throat to fix that. He didn't really care about what she was going to say. He did, but she could talk about anything and he would stay on the phone. It was probably just some stupid girly thing that she couldn't talk to Miley about since she had been spending all of her free time preparing for the movie she was going to be shooting soon. She was leaving in a few days to shoot on location, and that meant he would have Lilly completely to himself. Not that he wanted her all to himself exactly. Miley was their best friend too after all.

"I was just thinking that I would take you up on your challenge." She tried to make her voice nonchalant, but her stomach was churning and she felt a little breathless, even though she was laying on her bed, not moving now.

"What challenge?"

Oliver racked his brain, trying to figure out just what it was Lilly was referring to.

"You know, the one you issued when I was at your house in the middle of the night?" she needled. Her face was heating up at the very thought.

"What?" Oliver jumped up, stuck his head out the door to his room, making sure no one was out there listening before he closed the door and walked over to his window. "Are you serious?"

Lilly inhaled deeply, trying to slow the beating of her heart, wondering just how she was going to manage to do this if she couldn't even talk about it, and said, "of course I'm serious. I don't back down from a challenge."

Oliver narrowed his eyes, leaning on his window sill, trying to see if she was in her bedroom, but her blinds were closed.

"I thought you said it wouldn't be a challenge, that you had a better game than me."

"And you said I was wrong." Lilly waited a beat. "I think we should settle it."

"Well… okay."

"Okay."

"So, when do you want to do this?"

"Um, well," Lilly sucked in a breath, sitting up on her bed now, every muscle in her body tense, "my brother's at a friend's house, and my mom's going to be leaving for a date in about an hour…" She left the sentence unfinished, knowing she had made the point fairly obvious.

Lilly waited, on the edge of her seat, her eyes repeatedly drawn to the window now. She wished she could see the expression on his face, but she didn't want to look because then he could see hers. Her right foot twitched impatiently, her toes curling into the carpet. Why wasn't he saying anything? This had all been his idea in the first place.

"If I say yes, I think there should be some rules," Oliver finally said. His free hand wasn't just leaning on the sill now, he was clutching it, hoping that his legs weren't going to give out anytime soon. Lilly was trying to kill him. That's what this was.

"Rules? Other than normal poker playing rules? What kind of rules?"

"Like, jewelry counts as one item, collectively. You can't wear a million bracelets and expect to use each one of them."

"Okaaay." Lilly was up off her bed now, pacing the length of her room. "What else?"

"There should be some sort of limit. On how many pieces of clothes or something." Oliver tugged at the neck of his tee shirt as he spoke, feeling his temperature climbing as the seconds he was on the phone ticked by, praying that his family stayed downstairs.

"Right. Good idea." Lilly quickly made a mental calculation of a normal outfit. "How about seven? That's a good number. Right? Unless you want more than seven?"

She switched the phone to her other hand, and her other ear now, wiping her right hand on her skirt. For goodness sake, her palms were sweating. This shouldn't be making her this nervous. She had heard stories from friends who played strip poker at parties, and they said it was no big deal. None. It was just one of those crazy things you did when you were at a party and there was alcohol involved. Except this was just her and Oliver. Her very best friend. Who she had quite possibly been picturing naked a lot more often lately anyway. And there was definitely no alcohol involved. Although, she was seriously considering trying to find her mom's vodka stash right now, even though she didn't drink.

"No, no, seven's good. That's good. Are we counting shoes here?" He picked at imaginary spots of dust on his blinds as he spoke, needing to do something other than think about Lilly and him and the removal of seven articles of clothing as dictated by the dealing of a hand of cards.

"Um, no, I don't think so. I mean, why bother? Right?" Lilly bit down on her bottom lip, nervous now.

"Right. So, um, I'll just, uh, I'll come over in an hour then?" Oliver swallowed hard, so loud that Lilly could hear it on the other end of the line.

"Yeah. An hour. Sure."

Oliver disconnected and went to take a cold shower. He had to calm himself down before he actually contemplated that he was going to be playing a game of strip poker with Lilly. Lilly. And him. With no one else. Yeah, he was going to take a really cold shower, maybe even put some ice cubes in his pants when he had to leave to go over there. That would work. Maybe.

While Oliver showered, Lilly began ransacking her closet. She had a two piece bathing suit on already under her clothes. So, two pieces definitely down. And she was wearing a camisole over her bikini top. Three. She definitely wouldn't be able to sit comfortably on the floor in a skirt though, and they were definitely playing on the floor, in her room, because there was no way she was going to play this game on her bed, and just in case her mom came home early and she had to hide Oliver, and oh my god, she was turning into one of those girls, wasn't she? One who actually thought about her parents catching her with her boy… but Oliver wasn't her boyfriend. What the hell was she thinking?

"I should call him back," she muttered to herself. "I should tell him I changed my mind. This is a bad idea."

Even as she said it, she pulled a pair of shorts down from a shelf and unzipped her skirt, stepping out of it to change.

"But if I do that, he'll think I'm chickening out. And Lilly Truscott is not a wimp. No."

She pulled on her shorts, buttoning them up, or at least trying to. Her hands were shaking. Maybe she should go for ones with a zipper instead of the three buttons. No, she could do this. She could. Really. Lilly took a deep breath, finally managing to button up her shorts. And then she just stood there, her feet rooted to the floor, staring at the contents of her closet, waiting for inspiration to strike.

"Okay, that's four. Now what?" she whispered to herself. "Maybe seven was too many. Or maybe I should have said yes to shoes."

Alternating between balancing on her heels and toes, Lilly continued to survey her closet. What else? There had to be something else. Shoving aside the hangers that held clothes she and Miley picked out during sales or their monthly mall crawl, Lilly reached a back corner of her closet that she didn't generally let Miley get to. There was a white tee shirt with a Star Wars slogan on it, a black one with the Batman symbol, a few Seaview Middle and Seaview High shirts, and even a handful of sweatshirts.

This was Oliver's section of her closet. Okay, not his section exactly, since he had never put clothes there, but still. She really had to stop stealing his clothes. Now that she was actually looking at how many of his things were in her closet, she was surprised he had never actually asked her if she was a klepto, or if she was stalking him. It kind of made her look a little crazy. But she wasn't.

The last shirt, at the very back, was her latest theft. Not really a theft either since he had let her use it and all. She just happened to take it home with her. And sleep in it. More than once. The light blue one he wanted to win back. Well, she was just going to have to give him the opportunity, wasn't she? Lilly pulled the tee carefully from the hanger, then tossed it on the bed. Five.

And maybe, in the interest of fairness, she could wear one of his sweatshirts too. She would allow him two things to win back. Then maybe he wouldn't complain every time she put one of his shirts on when she was at his house. Or maybe she would just make a point of stealing a few more. Not that he was going to win. Because she was totally going to win. She was the better poker player. Usually.

Lilly pulled the black zip-up hood that was actually the smallest of the sweatshirts she had stolen from its hanger and tossed it on to the bed with the tee shirt. Alright. Sweatshirt made six. Now what?

A knock on her bedroom door brought her out of her train of thought, and she hastily shoved her clothes back in place, closing the closet behind her, and pushed Oliver's clothes under her pillows.

"Yeah?"

"Do I look okay in this?"

Heather Truscott slid her daughter's door open and glided into the bedroom in a pair of red high heels and her "holiday dress," as Oliver liked to call it, pearls at her ears.

"Mom, you know that dress is always a hit. You look more than okay," Lilly told her, rolling her eyes, being sure to stand next to the edge of her bed to hide the fact that she had just shoved a boy's clothing between her pillows.

"Are you sure? It's not too much?" Heather twirled as she asked the question, the skirt swirling around her knees.

"Mom, he's taking you to a fancy French restaurant. You look great."

And not for the first time, Lilly felt a twinge of jealousy that her mother could pull of a look like that almost effortlessly. It wasn't fair. There should be some sort of rule that the mothers of teenage girls all had to be hideous or something. They shouldn't have glossy hair and flawless make up.

Heather smiled at her daughter, reaching forward and smoothing down a strand of Lilly's hair.

"So, what are you doing tonight?"

"Um, I think I might see a movie with Oliver or something. He's going to call me back."

There was pink in her cheeks and her eyes focused on a spot on the wall behind her mother's head.

"Oliver, huh?"

"What?" Her eyes snapped to her mother's now.

"Nothing, I'm just surprised. You've been spending a lot more time with him lately." Heather gave Lilly a knowing look. One of those mom looks that Lilly generally tried to avoid.

"Miley's been really busy, and you say that like Oliver and I never hang out or something."

"Oh, no, I say that like a mom who has noticed her daughter does her homework with a boy that she already sees most of the day at school, stays for dinner with that boy's family, hangs out with that same boy at the beach on the weekend, and then can spend hours on the phone with him even though she spent the entire day with him."

"Mom, it's not like that."

Heather rolled her eyes as Lilly shook her head.

"Lilly, just be careful okay?"

Her expression was softer than usual, and Lilly couldn't do anything except agree. She doubted that being careful included accepting the challenge for a strip poker game.

"I'm heading out now, but you text me if you and Oliver decide to go anywhere, okay? I just want to know where you are."

"Sure, mom."

She collapsed on her bed as soon as she heard Heather's car pull out of the driveway. Be careful. Right. Because that was so on the agenda. She just laid there for the next twenty minutes, anxiously awaiting, and maybe dreading, a knock on the door. Of course, she probably wouldn't hear it from her room, so she made the decision to get up.

Lilly threw Oliver's tee shirt on, then the sweatshirt. She still needed an item number seven though. Passing on the idea of using jewelry as an article to be removed, Lilly spotted one of her old beanies on her dresser. Alright. Hat it is. She slipped it on over her hair and hurried downstairs. Except now she was boiling. The heat that was flooding her system though, she wasn't sure if it was because of the layers of clothing she had on, or the thought of Oliver coming over.

Just as she debated whether or not she should turn the thermostat down, there was a knock at the kitchen door. The one that led to the backyard and Oliver's house.

"Breathe," Lilly reminded herself. "You agreed to this."

Her palms were so sweaty now though that she almost lost the grip on the doorknob when she turned the handle.

"Hey," Oliver said as she opened the door. He scuffed the toe of one of his sneakers on the floor, his eyes shooting to Lilly before going back down to the floor.

"Hey."

They stood there for a second, Lilly forgetting that she needed to let him in, noticing that he had gone for a similar look as her. He had on a pair of board shorts, like he too had been considering going to the beach before she called, but the look was slightly ruined by the zip up sweatshirt he was wearing and a beanie similar to her own on his head.

"You look like you're preparing for winter," Lilly joked, realizing the sheer craziness of the situation.

"Yeah, well, you don't look all that different," he shot back, allowing himself to smile and taking a step closer to the doorway.

"The layering look is the way to go," she agreed, pulling back so he could come in the kitchen.

"So."

"So…"

Lilly shut the door, and with a flick of her wrist, turned the lock before looking back at him. Oliver caught her eyes and held her gaze for a minute before abruptly turning to the refrigerator and opening it. He pulled out a bottle of water, offering it to Lilly, even though it was her kitchen. She took it, closing her fingers around the cool plastic with a sigh. Oliver took one for himself as well, and then they stood there in silence until both of them burst into laughter.

"Okay, okay," Lilly said waving one of her hands to get him to stop laughing, "are we going to do this or not?"

"You're the one who said you weren't going to back down," Oliver remarked, a smirk on his face.

"Right… so, let's go then."

She led him though the house and up the stairs.

"Where are we going?" Oliver asked when they reached the top, even though he was fairly certain of the answer already.

"Uh, my room? Unless you want to stay downstairs where my mom will go first when she gets back."

"Good point."

Lilly kept walking, all the way into her bedroom, and picked up her deck of cards from her desk, the one held together with the old hair band. She cleared her throat and gestured to the floor, letting Oliver know he should sit down.

Oliver looked around the room, relaxing a little bit in the familiar surroundings. There was no need to be tense. It was a friendly game of poker. That was all.

"So," he told her, "I was thinking we should do five card draw. I know you like Texas Hold Em better, but this way we get to draw new cards." His eyes followed her as she turned back from the desk and prepared to sit on the carpet. The light from the window started to disappear with the setting sun, so Oliver reached for the table next to Lilly's bed and turned the lamp on before sitting.

"That actually sounds like a good idea," Lilly conceded as she joined him. "You wanna deal first, or should I?"

"You can deal," Oliver smiled at her, "but no stacking the deck in your favor."

"I would never!" She tried to appear outraged at the very thought, but she laughed a little as she began shuffling. "Oh, and take off your shoes."

"What? Why?"

"We said shoes didn't count."

"Fine…" Oliver started taking off his shoes, then added, "you're so demanding."

"Like you don't have a thing for bossy girls."

He held up his hands in mock surrender, his shoes now next to him on the floor. "I never said being demanding was a _bad_ thing."

She quirked an eyebrow at him, wondering if that meant he was willingly admitting that he had a thing for her, but she just dealt the cards.

"How many do you want, Oken?"

"Two."

"Okay, and I'm taking one," Lilly muttered tossing him two from the deck and grabbing one for herself.

"You know, this whole not betting thing is throwing me off," Oliver admitted, fingering the cards in his hand. "How are we supposed to know whether to fold or not?"

"Well, we could bet with paper clips if you want… but you do know, folding is an automatic loss for that hand," she pointed out.

"Can I have another card then?"

"No."

Oliver sighed and said, "fine, then I guess I'm calling. What do you have?"

He laid his cards out on the floor, revealing a pair of threes. Lilly snorted and placed hers on the floor as well to show a pair of sevens and a pair of tens.

"This is gonna be a cake walk. Take something off." Lilly leaned back, crossing her arms and tried not to smile to widely.

"Don't get to cocky. I could just be lulling you into a false sense of security," Oliver joked, taking off his beanie and tossing it at her.

"Sure." She caught the hat easily, setting it aside, and slid the cards to him to let him deal the next hand.

As he passed out the cards, he asked, "what does that even mean anyway? A cake walk. Is walking in cake supposed to be really easy?"

Lilly rolled her eyes and took a drink from her water bottle. All he had taken off was his hat, and she was already getting more nervous. She picked up her cards and decided to focus on the conversation to distract herself.

"No, you know what really makes no sense, the whole you can't have your cake and eat it too. How is that right? Who has cake and doesn't eat it?' She held up two fingers to let Oliver know how many she needed and set the cards that she didn't want face down on the carpet.

"Oh, I know. That's the dumbest thing I've ever heard," he agreed, giving her the cards and taking two for himself as well. Oliver was liking this discussion. It felt normal, not like he was trying to make sure Lilly had to take her clothes off before he did. "What are you going to do, just stare at the cake? How is that any fun?"

"Exactly. It's like going to the movies and only watching the previews."

"Or dating a guy for two months and not kissing him."

Lilly scrunched up her forehead in distaste, not wanting to talk about his ex-girlfriend, but unable to stop herself from saying, "that's just mean, making a guy suffer like that."

She placed her cards on the floor, face up, showing a pair of eights, which would have been fine, but Oliver had three queens. Oliver pointed at the cards and then back up at Lilly. She sighed, opting to unzip the sweatshirt instead of going for the obvious hat on her head, and set it on the ground next to them. Oliver's breath caught. He had known, obviously, that she was wearing his hoodie, but that was his tee shirt underneath it as well. He cleared his throat, and slid the cards back over to her side.

"Just out of curiosity… how long would you make a guy wait?"

"For a kiss?"

Lilly shuffled, staring at her hands. She could feel him watching her, but she didn't want to look up and have her face turn bright red. First strip poker, now kissing. What else were they going to talk about?

"Uh, yeah."

Dealing the cards out, she thought about how she should answer this. Truthfully? Yeah, the truth was always best. Well, maybe not always.

"Depends on the guy." She was going through the motions of the game on autopilot now. "I mean, take Miley, for example."

"You've been making out with Miley? I had no idea. I didn't know she was a guy either," Oliver teased, discarding a pair of cards to the carpet.

Lilly's left hand automatically raised to smack him, but that was the hand she was holding her cards in, so she immediately brought it back to her self.

"Not what I meant." She gave him his cards, but only took one for herself. "I meant, she has a system. If the date goes well, the guy gets a kiss and a second date. If not, no kiss, no second date."

"But what about you?"

"I've never kissed anyone on the first date," she told him, avoiding the question, and waiting for him to show his cards.

"That's not what I asked," Oliver told her, rolling his eyes and putting his cards down.

Lilly did the same, and it was her win again. Oliver peeled off his sweatshirt, showing a vest on top of his tee shirt. Lilly bit down on her bottom lip. So, she was winning. They were only three hands in though. Anything could happen.

"It just depends on how much I like the guy. Say, we go on a couple of dates, but I don't want him to actually be my boyfriend. I'm not going to kiss him and lead him on. I'd tell him I wasn't interested. But if I am interested, I'm not going to hold out forever, making him crazy. Second date is normally the kiss date. Sometimes the third." She shrugged, her eyes on Oliver's hands shuffling the cards now.

"Second date, really?" His voice was skeptical, so she had to look up.

"_What_?"

"What?"

Lilly's eyes narrowed. Oliver dealt and tried to keep an innocent expression on his face.

"Are you trying to say that you think I'm _easy_?"

"What?" Oliver's eyes popped open a little wider, his fingers tight on the cards in his hand. "That is definitely not what I meant."

"Then what?"

"I don't know. I was just surprised." What he had actually been thinking was that he kind of hoped Lilly had been classifying a few of the times that they hung out alone as dates. Otherwise, she was breaking her own rules by letting him get close enough to try and kiss her. Although, he kind of liked the idea of her breaking the rules for him. Scratch that, Lilly breaking the rules for him was possibly the best thing that could ever happen to him.

"Surprised at what?" Lilly threw three cards down on to the carpet when she spoke, then picked up the ones he gave to her.

"I just… I bet there are a lot of disappointed guys out there who didn't make it to the end of a second date," Oliver told her as he picked up two cards.

"So, you think I should be more like Miley?" she asked, placing her cards in front of her.

"No! No, definitely not!" The words came out faster and louder than he had intended, but he couldn't help it. He really didn't know how to explain this to her, so he took a breath and placed his cards down as well.

Lilly had won again. Her three of a kind beat his pair. She smiled at that, and they dropped the topic of kissing. Oliver removed his vest, setting it with the rest of their discarded clothing.

Four hands and a discussion about why Lilly hated lima beans (her brother had stuck one up his nose once and they had spent three hours in the emergency room waiting for him to get it out) later, Lilly was down her hat and tee shirt. Oliver had opted to remove his watch, after realizing that he was only wearing six items of clothing, and was now pulling his tee shirt over his head.

"It's your turn to deal," Oliver told her, raising an eyebrow at her and letting a smirk grace his mouth when she didn't move to even shuffle the cards.

"Right." Lilly gave a nervous chuckle, her eyes flicking between him and the deck of cards when she did start shuffling.

Her eyes were wider than they had been a moment ago, and she was trying to keep her heart and breathing under control. You have seen him without a shirt on before, she told herself. This is no different, was added on to that when she started slapping cards down between them. Except it was. Because in all the years that she'd known him, Oliver had never been half naked in her bedroom. Right next to her bed. Not even after surfing or other beach outings. She took another sip of her water and waited for him to decide on his discards.

"Just one."

He ended up winning the hand, and Lilly was beginning to get really sick of this back and forth. She angrily yanked her camisole off, wishing she could speed up the process. And even though he was now shuffling the cards, Lilly could feel Oliver's eyes on her skin without actually checking to see where he was looking. She held back a grin, knowing what she was going to have to do.

She asked for four cards this time around, no longer playing conservatively. What was the point? Before Oliver could even exchange his cards, Lilly threw her whole hand down.

"I fold."

"What? Seriously?"

"Yeah, I had nothing anyway."

Again, she didn't look at him, just stood up and started unbuttoning her shorts. Just like when she put them on though, her hands were shaking. One button down.

"I'm amazed. I never thought you would fold."

"Well, losing that hand was inevitable."

Two buttons down.

"Okay." Oliver's voice sounded a little strangled and he pushed the cards into a pile for her since she would be dealing next. He also downed his entire water bottle, hoping that would cool him off.

Three buttons down.

Lilly took a deep breath. Relax, you still have the bathing suit on, you just have to get him distracted enough to let you win the next two hands, she told herself. And then, while watching Oliver, she eased the shorts down, adding them to the pile of her clothing.

Oliver's eyes followed the shorts as they moved down her legs, then he cleared his throat, scratching the back of his neck a little nervously. Lilly sat back down, stretching her legs out in front of her, crossing them at the ankles. She watched as Oliver's eyes trailed down her legs again, and she was confident that she had him.

And she did. At least for the next hand. It was his turn to take off his board shorts, and unlike her, he did it in a hurry, eager to sit back down as quickly as possible, not wanting Lilly to keep looking at him. He was definitely rattled, but he tried hard not to show it.

When he did glance back over at her, he asked, trying to be clever, "see something you like?"

Lilly let herself lean toward him a little bit before teasing, "actually I think my little brother might have those same boxers."

She probably shouldn't have done that. Because he actually paid attention on the next hand, and she got a handful of crap cards, which led to her wondering just what had possessed her to tell Oliver she actually wanted to play strip poker with him.

"I can't believe this," Lilly whispered.

"We can call it a draw if you want. You don't have to keep going."

"It's _not_ a draw. I was winning."

"Not anymore. Now we're tied."

Lilly groaned, but then straightened her spine and reached back to undo the clasp of her bathing suit top. She could not back down. Giving in to the challenge had been her idea. Oliver had been glaring at the carpet, not looking at her, but then his eyes flicked up to her own and they sat there for a minute, him in his boxers, her in the dark green bikini she had bought from a sale rack at a surf shop two weeks earlier. She swallowed her embarrassment and pulled on one side of the fabric of the strap in preparation of slipping the hook and eye closure apart. To Oliver's credit, his eyes never left her face, and he had just tried to give her an out. This was Oliver. He wasn't going to tell her she was hideous or anything. But this, this was going to change things. She knew it. Taking another deep breath, Lilly closed her eyes, and then, her cell phone rang, or rather, it sang.

Oliver lurched forward away from the night stand he had been leaning back against, startled by the sound of a Hannah Montana song coming from right above his ears. His face was red and he reached back with one hand to get the phone before saying, "you could ignore it. You don't have to answer."

What was with him? You don't have to do this, you can do that instead. He was driving her crazy. Did he want her to keep playing the game? Or was he ready to stop? She couldn't figure him out. They stared at one another as the song played on her phone, and she really did want to ignore it, but she knew she couldn't. She recognized the ring tone right away, and it was a call that needed to be answered.

"I can't ignore it, it's Miley. That's her ring tone." Scooting forward a little, Lilly got on her knees, and leaned over him, reaching for the phone, but Oliver moved it back a little further, tilting his head back to look her in the eye. He had already known who that particular song was assigned to.

"Are you sure you want to answer it?"

He meant to sound concerned, but Lilly was almost on top of him in her effort to get the phone, and the smirk was back on his face now that he knew he had the upper hand, so he was pretty sure he came off a little more cocky than he meant to. Lilly placed one palm on his shoulder to brace herself as she lunged for the phone again, taking the smirk as a challenge. Oliver just used the hand he didn't have wrapped around the phone to grab her hip, keeping her at bay. Lilly gasped at the contact, his fingers just above the material of her bathing suit bottom, but she still reached for the phone, and Oliver still moved it away. The song kept playing.

"Would you give me my phone?"

"We have to finish this, you do know that, right?" Oliver didn't know what made him say it, but he felt like it was an important point to make.

Her heart was beating its own rock song against her rib cage now, but Lilly brought her head down very close to his, her lips brushing his ear as she told him, "if you don't give me my phone, I'm going to bite you."

So, maybe that was something that a five year old might say, but she definitely did not deliver that line the way a five year old would, at least not in Oliver's mind.

"And you think that's a threat? You've bit me before. I think I can handle it," Oliver shot back, though his voice was a little hoarse. As odd as it was, he almost hoped she would bite him.

He turned his head to face her, and instead of attempting the bite, as she would have if this had happened a year or two ago, Lilly made another lunge for the phone. Lilly failed to account for Oliver being a lot stronger than he had been when they were fourteen though. Even though she managed to get the phone from him, as she brought it to her ear, she found herself flat on her back on the carpet with Oliver hovering over her.

"Miley?" she asked into the phone, a little out of breath, "I'm kind of in the middle of something."

Oliver stayed perched above her, his palms down on either side of her, preventing her from squirming away, that smirk still on his face and Lilly could feel an answering smirk start to cross her own. This wasn't over yet. With her free hand, as she listened to Miley prattle on about something having to do with her latest project, she toyed with the strap of the bathing suit that was tied over one of her shoulders, not quite untying it, leaving it hang there when she knew she had Oliver's attention. She didn't bother going for the other one.

Lilly bit her bottom lip as Oliver continued to stare down at her. Maybe she had gone too far. His eyes were darker than she remembered, and the smirk was slowly fading into something else. She never had quite this much trouble concentrating on a conversation before. Of course, she had never had anyone look at her the way Oliver was looking at her right now either. She started to move to push herself up, but then saw that his hands weren't the only thing keeping her on the carpet. His knees were on either side of her legs, almost effectively locking her in place, and propping herself up slightly with one elbow, she tried again to listen to Miley, waiting to see just what Oliver would do.

"What are you doin'? I was thinking we could do a sleepover at my house tomorrow night before I have to leave for the movie this weekend."

"Uh, yeah, sure," Lilly said, not answering the first question, her breathing starting to come faster as Oliver lowered his head closer to hers. She had to stop herself from tilting her face to meet his. If she stopped talking, Miley would know something was going on. One of his fingers was trailing down the strap she had stopped playing with, but he made no move to untie it either. Why had she answered the phone again? Who cared if Miley was her best friend and was leaving soon for a month? Oliver in her room was clearly the priority. A priority she really wanted to be focusing on right now.

"I'm gonna call Oliver and see if he wants to come to. We can camp out in the living room eating junk food and watching scary movies or something."

"I'll tell him for you," Lilly responded softly, her voice hitching as Oliver's hand slid beneath her back, ignoring the other shoulder's strap as well, just like she did, making its way to the clasp of the bathing suit top she was technically not supposed to be wearing anymore. Even though there was a voice in her head telling her not to do it, Lilly arched her back away from the carpet, giving him better access to it.

"Oh, ok. Is he there?" Miley waited for Lilly to respond for a second.

"Um, yeah… no, uh, not, no, not yet. He will be soon though," Lilly mumbled, knowing she probably sounded like an idiot, but Oliver's fingers moving slowly along her spine were infinitely more important to her than sounding coherent right now. She closed her eyes, almost sitting up against Oliver, focusing on the feeling of his hand on her skin instead of on Miley's voice in her ear, trying not to breathe into the phone.

"Well, I just finished my last costume fitting, so I'm on my way over. I thought we could go and pick out movies and stuff tonight."

"You, uh, you're on, on your way over, um, right now?" Lilly stammered, trying to process what Miley just told her, goosebumps spreading across her skin from the feel of Oliver's breath on her neck. His hand froze at the clasp, and Lilly leaned her forehead against his shoulder, trying to steady herself.

"Yep, I'll see you in a few, okay?"

"Okay," she whispered, wishing she could just tell Miley no, it was not okay, because she had more important things to do right this second, but something stopped her. Probably the same something that always told her she should go through with Miley's plans. Besides, Miley was going to be gone. For a whole month. She had to remember that. As she hung up her phone and tossed it aside, she told Oliver, "we have to get dressed." Mentally, she added, and I think I might have to kill Miley, to her statement.

"Yeah, I got that," he muttered, still not moving away from her.

Lilly pulled her head away from his shoulder, opening her eyes and letting herself fall back on to the carpet as Oliver moved his hand out from behind her. She didn't want to get dressed. She didn't even want to move. In fact, she really wanted to stay here just like this with Oliver looking down at her as if she was the most amazing thing he'd ever seen.

"In order to get dressed, I am going to need you to get off of me," Lilly whispered again, wanting him to say no, he was perfectly fine where he was, and trying to remember how to breathe.

"I know." His voice was almost as soft as hers and he still didn't move. He couldn't. Oliver was afraid that if he moved, if they acted like nothing happened, they were just going to go backwards.

Lilly swallowed when his head moved towards her again and she let her eyes fall shut, but Oliver just pressed a soft kiss to her hairline before he pushed himself up from the floor, letting her know that this still wasn't over.

"What are you supposed to tell me?" he asked her, finding his board shorts, and slipping them on. She could see his hands were shaking now too when she opened her eyes again.

"What?"

"On the phone, with Miley, you said I'll tell him for you," Oliver prompted, his skin flushed a light pink. Lilly was going to remember every time he blushed now that his chest also turned red.

"Oh, right." Lilly got up, still in a daze, and grabbed her own shorts. "Miley wants us all to camp out in her living room tomorrow night, watch movies and stuff, since she's leaving to start shooting this weekend."

"And she's on her way here now because?"

"To pick me up to go get some movies, I think." Lilly avoided his eyes as she threw on her camisole, then opened her closet for another tee shirt, one that did not look like it belonged to Oliver.

"You think?" Oliver asked, his tone laced with amusement.

"I may have been having trouble concentrating."

"Really?" He had his tee shirt and his shoes back on now, and came up behind her as she yanked a thin white shirt from a hanger.

"Don't get too excited. I'm just not used to having to fight for my phone before I use it." She turned around, tee shirt in hand, smiling, stepping even closer to him.

"Right." Oliver nodded his head solemnly, but there was a smile tugging at the corners of his mouth now too, and he retied the strap of her bathing suit for her so it was in no danger of falling off. "That's what distracted you."

"Of course," Lilly joked, her left hand reaching up to fix one of his shirt sleeves, "what else could it have been?" Her shallow breathing betrayed her though as his hand ghosted over the surface of her skin from her shoulder to her wrist.

The doorbell sounded downstairs, and Miley was the only one who ever used it, so Oliver settled for saying, "just because I'm going to have to leave all of these clothes up here doesn't mean you get to keep them."

Lilly giggled, shoving all of his belongings under her bed, and they went to meet Miley.


End file.
